What if we all insisted on reasonable NDAs?

Next week I am attending a mini-conference in which a big tech company (I’ll call it BTC) has invited a group of academics to advise them. Everyone attending was asked to sign a non-disclosure agreement (NDA). The NDA I was sent initially didn’t define what was confidential, and had no time limit. So basically they’re asking everyone to keep secret who-knows-what forever. Does that make sense?

How can you protect confidential information if you don’t even know what is confidential? A fair NDA needs to spell it out. This is called a “marking requirement.” Any tangible materials containing proprietary information shared with you should be marked “confidential.” Ideally also, the agreement should say that if confidential information is disclosed orally, they will follow-up with a copy in tangible form marked confidential within a few weeks after the disclosure. That last part can be harder to get companies to agree to, because it’s a hassle.

Second, a fair NDA should have an end date. It’s not reasonable to ask you to assume a lifelong obligation, is it? They’re not going to tell me the formula for Coca-Cola—it’s stuff that changes rapidly. At the speed that things change in high tech, a three-year limit is fair. Five years at most.

I told my hosts at BTC that I’d please like some changes to the NDA, and they graciously complied. The back-and-forth process between their lawyers and my university’s lawyers took so long, I almost ended up not going to the event. They were reasonable, and the result is fair. But here’s my question: why doesn’t everyone always ask for more reasonable NDAs? If we all did, then they wouldn’t be sending out the unfair versions in the first place.

Companies keep asking people to sign ridiculous non-disclosure agreements, because folks sign them without objecting. If we all insist on reasonable NDAs, this will no longer be a problem.